PNC Bank 2005 Annual Report Download - page 196

(4) Total and Permanent Disability. If Optionee’ s employment is terminated by the
Corporation by reason of Total and Permanent Disability, then the Reload Option will expire on
the third (3rd) anniversary of such Termination Date (but in no event later than on the tenth (10th)
anniversary of the Original Option Grant Date).
(5) DEAP or Agreement or Arrangement in lieu of or in addition to DEAP. In the event that (a)
Optionee’ s employment with the Corporation is terminated by the Corporation, and Optionee is
offered and has entered into the standard Waiver and Release Agreement with PNC or a
Subsidiary under an applicable PNC or Subsidiary Displaced Employee Assistance Plan, or any
successor plan by whatever name known (“DEAP”), or Optionee is offered and has entered into
a similar waiver and release agreement between PNC or a Subsidiary and Optionee pursuant to
the terms of an agreement or arrangement entered into by PNC or a Subsidiary and Optionee in
lieu of or in addition to the DEAP, and (b) Optionee has not revoked such waiver and release
agreement, and (c) the time for revocation of such waiver and release agreement by Optionee has
lapsed, then the Reload Option will expire at the close of business on the ninetieth (90th) day
after Optionee’ s Termination Date (but in no event later than on the tenth (10th) anniversary of
the Original Option Grant Date) with respect to any Covered Shares as to which the Reload
Option has already become vested; provided, however, that if Optionee returns to employment
with the Corporation no later than said ninetieth (90th) day, then for purposes of the Reload
Agreement, the entire Reload Option, whether vested or unvested, will be treated as if the
termination of Optionee’ s employment with the Corporation had not occurred.
If the Reload Option is vested and will expire on Optionee’ s Termination Date unless the
conditions set forth in this Section A.15(c)(5) are met, then such vested Reload Option or portion
thereof will not terminate on the Termination Date, but Optionee will not be able to exercise the
Reload Option after such Termination Date unless and until all of the conditions set forth in this
Section A.15(c)(5) have been met and the Reload Option will terminate on the ninetieth (90th)
day after Optionee’ s Termination Date (but in no event later than on the tenth (10th) anniversary
of the Original Option Grant Date).
(d) Detrimental Conduct. If the Reload Option would otherwise remain outstanding after
Optionee’ s Termination Date with respect to any of the Covered Shares pursuant to one or more
of the exceptions set forth in the subsections of Section A.15(c), then notwithstanding the
provisions of such exception or exceptions, the Reload Option will expire on the date that PNC
determines that Optionee has engaged in Detrimental Conduct, if earlier than the date on which
the Reload Option would otherwise expire; provided, however, that:
(1) no determination that Optionee has engaged in Detrimental Conduct may be made on or
after the date of Optionee’ s death, and Detrimental Conduct will not apply to conduct by or
activities of beneficiaries or other successors to the Reload Option in the event of Optionee’ s
death;
(2) in the event that Optionee’ s employment with the Corporation is terminated (other than by
reason of Optionee’ s death) during a Coverage Period by the Corporation without Cause or by
Optionee with Good Reason, whether or not another exception is applicable, no determination
that Optionee has engaged in Detrimental Conduct for purposes of the Reload Agreement may
be made on or after such Termination Date; and
(3) no determination that Optionee has engaged in Detrimental Conduct may be made after the
occurrence of a Change in Control.
A.16 “Fair Market Value” as it relates to a share of PNC common stock means the average of the
reported high and low trading prices of a share of PNC common stock on the New York Stock
Exchange (or such successor reporting system as PNC may select) on the relevant date, or, if no